Description
If You Are Considering Selling Your Shares
April 4, 2014
Dear Shareholder:
On March 28, 2014, we learned of an offer by CMG Partners, LLC (CMG) to purchase a maximum of
1,000,000 shares of CNL Lifestyle Properties, Inc. (the company) at a price of $4.00 per share in cash. This
offer, known as a “mini-tender,” is structured to avoid the SEC’s filing, disclosure and procedural
requirements that are designed to protect investors. The SEC has cautioned investors about offers of this
nature. For more information provided by the SEC, go to:http://www.sec.gov/investor/pubs/minitend.htm.
Typically, a mini-tender offer is an attempt to purchase shares of a corporation at significantly discounted
prices with the objective of making a significant profit. In this case, the discount is approximately 42 percent
less than our estimated per share net asset value of $6.85 as determined by our board of directors on
March 4, 2014.
WE RECOMMEND THAT YOU REJECT ANY SUCH OFFERS YOU MAY RECEIVE TO TENDER YOUR
SHARES OF THE COMPANY. TO REJECT AN OFFER, SIMPLY DO NOT RESPOND TO ANY
MATERIALS THAT MAY BE SENT TO YOU. Our recommendation to reject CMG’s tender offer was
made after carefully considering several factors. Please read the attached Q&A for a comprehensive
discussion of these factors.
PLEASE CONSULT WITH YOUR FINANCIAL AND TAX ADVISORS BEFORE MAKING ANY
DECISIONS AFFECTING YOUR INVESTMENT. If you are interested in selling your shares, there may be
other options available to you. However, because trading on the secondary market is limited, if you need
immediate liquidity, accepting a tender offer may be your quickest way of achieving liquidity.
You should also know that, on March 6, 2014, the company formally engaged Jefferies LLC, a global
investment banking and advisory firm, to formally undertake a process to evaluate strategic alternatives to
provide liquidity to shareholders. Of course, there can be no assurances that this process will result in
liquidity or, if it does, what the value per share might be.
We appreciate the opportunity to be the steward of your investment. If you have any questions regarding
this mini-tender offer, we urge you to call CNL Client Services at 866-650-0650.
Sincerely,
James M. Seneff, Jr. Stephen H. Mauldin
Chairman of the Board President & Chief Executive Officer
I F YOU ARE CONSI DERI NG
SELLI NG YOUR SHARES IN
CNL LI FESTYLE PROPERTI ES
TO CMG PARTNERS, LLC,
PLEASE READ THI S FI RST!
WE RECOMMEND THAT YOU REJECT ANY UNSOLICITED MINI-TENDER OFFERS
TO SELL YOUR CNL LIFESTYLE PROPERTIES SHARES.
CNL Lifestyle Properties is not affiliated with any third-party offers to buy your shares.
TO REJECT AN OFFER, SIMPLY DO NOT RESPOND
TO ANY MATERIALS SENT TO YOU BY A THIRD PARY.
THE SEC WARNS AGAINST MINI-TENDER OFFERS
? Mini-tender offers can be a costly nuisance to public companies and often openly state in the
fine print that they want to purchase shares at a discount to make a substantial profit.
? Most offers are below market prices hoping to catch investors off guard.
? Shareholders will no longer receive distributions. Most mini-tenders do not allow investors to
change their mind after surrendering shares.
? We urge you to visit the SEC’s website for more information on mini-tender offers:http://www.sec.gov/investor/pubs/minitend.htm
BEFORE CONSIDERING A THIRD PARTY OFFER FOR
YOUR SHARES PLEASE READ THE FOLLOWING
Questions & Answers Regarding CMG Partners’ Mini-Tender Offer
Summary
CMG Partners (CMG) is offering to purchase up to 1,000,000, or 0.31%, of the outstanding common stock (Shares)
in CNL Lifestyle Properties, Inc. (the company) at $4.00 per share (the Offer). Because CMG’s Offer is for less than
5% of the outstanding securities of the company (commonly referred to as a “mini-tender offer”), the Offer is NOT
subject to all of the filing, disclosure and procedural requirements of the federal securities laws and regulations. The
SEC has issued an investor alert concerning such offers, which can be accessed at the SEC’s website athttp://www.sec.gov/investor/pubs/minitend.htm. We recommend that you review this alert before taking any action
with respect to the Offer.
What does the company and its board of directors recommend?
WE RECOMMEND THAT YOU REJECT CMG’S OFFER. TO REJECT AN OFFER, SIMPLY DO NOT RESPOND
to any materials that may be sent to you by CMG. We believe that CMG’s proposed purchase price of $4.00 per
share is financially inadequate.
Why does the company and its board of directors consider the CMG offer financially inadequate?
The company just recently conducted a valuation of its portfolio and on March 6, 2014, announced its estimated
NAV to be $6.85 per share as of the December 31, 2013 measurement date. This amount was determined by the
board of directors based on extensive internal analysis and the assistance of an independent, third-party valuation
consultant, CBRE Capital Advisors (CBRE Cap). CBRE Cap is an investment banking firm that specializes in
providing real estate-related financial services and is a subsidiary of CBRE Group, Inc., a Fortune 500 and S&P 500
company. For a full description of the methodology considered by the board of directors and the Audit
Committee, please refer to the company’s current report on Form 8-k filed March 6, 2014 with the U.S. Securities
and Exchange Commission on their website at SEC.gov.
Why would CMG make a tender offer for my shares?
CMG is doing this with the intent of making a profit for itself and its investors. CMG routinely acquires company
shares and resells them for a substantial profit within a short period of time. CMG stated in its Offer that it is
“seeking to acquire Shares for investment purposes only,” and that “CMG may choose to resell some or all of the
Shares it receives in this Offer to another party.”
What happens if I tender my shares?
Shareholders who sell their shares to CMG will forfeit control of their shares and will be treated as if they had sold
their shares to CMG on March 14, 2014. This means CMG will receive the full value of any distributions declared by
the company as of March 14, 2014. Furthermore, shareholders who sell their shares to CMG will be forgoing the
opportunity of participating in any appreciation in the value of their shares that may occur from any liquidating
events.
You are appointing CMG as your attorney-in-fact and proxy to receive all benefits and exercise all of the rights of
ownership of your shares prior to receiving payment of the purchase price for your shares. CMG’s documents also
state that by delivering the assignment documentation to them, you are authorizing CMG to immediately have your
address changed on the company’s books so that CMG will receive your checks, your proxies and correspondence
intended for you–even before CMG buys your shares.
Are there other options available to me if I need to sell my shares?
Yes. Other options may be available to you if you are interested in selling your shares. The company currently
maintains a list of secondary markets in an effort to match shareholders who want to sell their shares with other
investors. CMG acknowledges in its letter that Direct Investment Spectrum and the Stanger Report recently
reported secondary market trades of our shares that exceed CMG’s offering price. However, there is limited trading
on the secondary market so if you need immediate liquidity, accepting a tender offer may be your quickest way of
achieving liquidity.
The company also announced on March 6, 2014 that the board of directors approved the engagement of Jefferies
LLC, a global investment banking and advisory firm, to provide the company with financial advice and assistance in
evaluating strategic alternatives to provide liquidity. Such strategies may include, but are not limited to, listing on a
national securities exchange, merging with a publicly traded company, or selling the company or our assets.
You should be aware, however, that there are no guarantees as to whether, when or at what prices you will be able to
sell your shares through one of these options. Please consult with your financial and tax advisors before making any
decisions affecting your investment.
Who can I contact for more information about the CMG Offer?
Please call CNL Client Services at 866-650-0650, option 3.
doc_655733020.pdf
If You Are Considering Selling Your Shares
April 4, 2014
Dear Shareholder:
On March 28, 2014, we learned of an offer by CMG Partners, LLC (CMG) to purchase a maximum of
1,000,000 shares of CNL Lifestyle Properties, Inc. (the company) at a price of $4.00 per share in cash. This
offer, known as a “mini-tender,” is structured to avoid the SEC’s filing, disclosure and procedural
requirements that are designed to protect investors. The SEC has cautioned investors about offers of this
nature. For more information provided by the SEC, go to:http://www.sec.gov/investor/pubs/minitend.htm.
Typically, a mini-tender offer is an attempt to purchase shares of a corporation at significantly discounted
prices with the objective of making a significant profit. In this case, the discount is approximately 42 percent
less than our estimated per share net asset value of $6.85 as determined by our board of directors on
March 4, 2014.
WE RECOMMEND THAT YOU REJECT ANY SUCH OFFERS YOU MAY RECEIVE TO TENDER YOUR
SHARES OF THE COMPANY. TO REJECT AN OFFER, SIMPLY DO NOT RESPOND TO ANY
MATERIALS THAT MAY BE SENT TO YOU. Our recommendation to reject CMG’s tender offer was
made after carefully considering several factors. Please read the attached Q&A for a comprehensive
discussion of these factors.
PLEASE CONSULT WITH YOUR FINANCIAL AND TAX ADVISORS BEFORE MAKING ANY
DECISIONS AFFECTING YOUR INVESTMENT. If you are interested in selling your shares, there may be
other options available to you. However, because trading on the secondary market is limited, if you need
immediate liquidity, accepting a tender offer may be your quickest way of achieving liquidity.
You should also know that, on March 6, 2014, the company formally engaged Jefferies LLC, a global
investment banking and advisory firm, to formally undertake a process to evaluate strategic alternatives to
provide liquidity to shareholders. Of course, there can be no assurances that this process will result in
liquidity or, if it does, what the value per share might be.
We appreciate the opportunity to be the steward of your investment. If you have any questions regarding
this mini-tender offer, we urge you to call CNL Client Services at 866-650-0650.
Sincerely,
James M. Seneff, Jr. Stephen H. Mauldin
Chairman of the Board President & Chief Executive Officer
I F YOU ARE CONSI DERI NG
SELLI NG YOUR SHARES IN
CNL LI FESTYLE PROPERTI ES
TO CMG PARTNERS, LLC,
PLEASE READ THI S FI RST!
WE RECOMMEND THAT YOU REJECT ANY UNSOLICITED MINI-TENDER OFFERS
TO SELL YOUR CNL LIFESTYLE PROPERTIES SHARES.
CNL Lifestyle Properties is not affiliated with any third-party offers to buy your shares.
TO REJECT AN OFFER, SIMPLY DO NOT RESPOND
TO ANY MATERIALS SENT TO YOU BY A THIRD PARY.
THE SEC WARNS AGAINST MINI-TENDER OFFERS
? Mini-tender offers can be a costly nuisance to public companies and often openly state in the
fine print that they want to purchase shares at a discount to make a substantial profit.
? Most offers are below market prices hoping to catch investors off guard.
? Shareholders will no longer receive distributions. Most mini-tenders do not allow investors to
change their mind after surrendering shares.
? We urge you to visit the SEC’s website for more information on mini-tender offers:http://www.sec.gov/investor/pubs/minitend.htm
BEFORE CONSIDERING A THIRD PARTY OFFER FOR
YOUR SHARES PLEASE READ THE FOLLOWING
Questions & Answers Regarding CMG Partners’ Mini-Tender Offer
Summary
CMG Partners (CMG) is offering to purchase up to 1,000,000, or 0.31%, of the outstanding common stock (Shares)
in CNL Lifestyle Properties, Inc. (the company) at $4.00 per share (the Offer). Because CMG’s Offer is for less than
5% of the outstanding securities of the company (commonly referred to as a “mini-tender offer”), the Offer is NOT
subject to all of the filing, disclosure and procedural requirements of the federal securities laws and regulations. The
SEC has issued an investor alert concerning such offers, which can be accessed at the SEC’s website athttp://www.sec.gov/investor/pubs/minitend.htm. We recommend that you review this alert before taking any action
with respect to the Offer.
What does the company and its board of directors recommend?
WE RECOMMEND THAT YOU REJECT CMG’S OFFER. TO REJECT AN OFFER, SIMPLY DO NOT RESPOND
to any materials that may be sent to you by CMG. We believe that CMG’s proposed purchase price of $4.00 per
share is financially inadequate.
Why does the company and its board of directors consider the CMG offer financially inadequate?
The company just recently conducted a valuation of its portfolio and on March 6, 2014, announced its estimated
NAV to be $6.85 per share as of the December 31, 2013 measurement date. This amount was determined by the
board of directors based on extensive internal analysis and the assistance of an independent, third-party valuation
consultant, CBRE Capital Advisors (CBRE Cap). CBRE Cap is an investment banking firm that specializes in
providing real estate-related financial services and is a subsidiary of CBRE Group, Inc., a Fortune 500 and S&P 500
company. For a full description of the methodology considered by the board of directors and the Audit
Committee, please refer to the company’s current report on Form 8-k filed March 6, 2014 with the U.S. Securities
and Exchange Commission on their website at SEC.gov.
Why would CMG make a tender offer for my shares?
CMG is doing this with the intent of making a profit for itself and its investors. CMG routinely acquires company
shares and resells them for a substantial profit within a short period of time. CMG stated in its Offer that it is
“seeking to acquire Shares for investment purposes only,” and that “CMG may choose to resell some or all of the
Shares it receives in this Offer to another party.”
What happens if I tender my shares?
Shareholders who sell their shares to CMG will forfeit control of their shares and will be treated as if they had sold
their shares to CMG on March 14, 2014. This means CMG will receive the full value of any distributions declared by
the company as of March 14, 2014. Furthermore, shareholders who sell their shares to CMG will be forgoing the
opportunity of participating in any appreciation in the value of their shares that may occur from any liquidating
events.
You are appointing CMG as your attorney-in-fact and proxy to receive all benefits and exercise all of the rights of
ownership of your shares prior to receiving payment of the purchase price for your shares. CMG’s documents also
state that by delivering the assignment documentation to them, you are authorizing CMG to immediately have your
address changed on the company’s books so that CMG will receive your checks, your proxies and correspondence
intended for you–even before CMG buys your shares.
Are there other options available to me if I need to sell my shares?
Yes. Other options may be available to you if you are interested in selling your shares. The company currently
maintains a list of secondary markets in an effort to match shareholders who want to sell their shares with other
investors. CMG acknowledges in its letter that Direct Investment Spectrum and the Stanger Report recently
reported secondary market trades of our shares that exceed CMG’s offering price. However, there is limited trading
on the secondary market so if you need immediate liquidity, accepting a tender offer may be your quickest way of
achieving liquidity.
The company also announced on March 6, 2014 that the board of directors approved the engagement of Jefferies
LLC, a global investment banking and advisory firm, to provide the company with financial advice and assistance in
evaluating strategic alternatives to provide liquidity. Such strategies may include, but are not limited to, listing on a
national securities exchange, merging with a publicly traded company, or selling the company or our assets.
You should be aware, however, that there are no guarantees as to whether, when or at what prices you will be able to
sell your shares through one of these options. Please consult with your financial and tax advisors before making any
decisions affecting your investment.
Who can I contact for more information about the CMG Offer?
Please call CNL Client Services at 866-650-0650, option 3.
doc_655733020.pdf